Ecovyst Inc
For the period ended Dec 31, 2023. Filed Feb 29, 2024.
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FY2023 · Filed Feb 29, 2024
ECVT$10.65-1.0%Stored close · as of Nov 10, 2026
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Item 15. Exhibits, Financial Statement Schedules
ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES.
(a) The following documents are filed as part of this report:
(1) and (2) The response to this portion of Item 15 is submitted as a separate section of this report beginning on page F-1. All other schedules have been omitted as inapplicable or are not required, or because the required information is included in the consolidated financial statements or accompanying notes. (3) The exhibits filed as part of this report are listed in the accompanying index.
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit No. · Exhibit Description · Filed Herewith · Form · File No. · Exhibit · Filing Date | |||||
| 2.1 | Stock Purchase Agreement, dated as of October 15, 2020, by and among PQ Corporation and Potters Buyer, LLC | 8-K | 001-38221 | 2.1 | 10/16/2020 |
| 2.2 | Stock Purchase Agreement, dated as of February 28, 2021, by and among PQ Group Holdings Inc. and Sparta Aggregator L.P. | 8-K | 001-38221 | 2.1 | 03/04/2021 |
| 2.3 | Amendment No. 1 to Stock Purchase Agreement, dated as of June 24, 2021, by and among PQ Group Holdings Inc. and Sparta Aggregator L.P. | 8-K | 001-38221 | 2.1 | 6/30/2021 |
| 2.4 | Amendment No. 2 to Stock Purchase Agreement, dated as of July 12, 2021, by and among PQ Group Holdings Inc. and Sparta Aggregator L.P. | 8-K | 001-38221 | 2.1 | 7/15/2021 |
| 3.1 | Second Restated Certificate of Incorporation | 10-Q | 001-38221 | 3.1 | 11/14/2017 |
| 3.2 | Certificate of Amendment of Certificate of Incorporation | 8-K | 001-38221 | 3.1 | 8/3/2021 |
| 3.3 | Certificate of Correction of Certificate of Amendment of Certificate of Incorporation | 10-Q | 001-38221 | 3.3 | 11/9/2021 |
| 3.4 | Second Amended and Restated Bylaws of Ecovyst Inc. | 8-K | 001-38221 | 3.2 | 8/3/2021 |
| 4.1 | Indenture, dated as of May 4, 2016, among PQ Corporation, as Issuer, the Guarantors from time to time party thereto and Wells Fargo Bank, National Association, as Trustee and Collateral Agent, including the form of Global Note attached as Exhibit A thereto | S-1 | 333-218650 | 4.2 | 6/9/2017 |
| 4.2 | Indenture, dated as of December 11, 2017, among PQ Corporation, as Issuer, the guarantors party thereto and Wells Fargo Bank, National Association, as trustee | 8-K | 001-38221 | 4.1 | 12/13/2017 |
| 4.3 | Description of Ecovyst Inc.’s common stock | 10-K | 001-38221 | 4.3 | 3/1/2022 |
| 10.1 | Partnership Agreement, dated as of February 1, 1988, by and between PQ Corporation and Shell Polymers and Catalysts Enterprises Inc. | S-1/A | 333-218650 | 10.10 | 8/14/2017 |
| 10.2 | First Amendment to Partnership Agreement, dated January 1, 1993, by and among PQ Corporation, Shell Catalyst Ventures Inc. and CRI Zeolites Inc. | S-1/A | 333-218650 | 10.11 | 8/14/2017 |
| 10.3 | Second Amendment to Partnership Agreement, dated October 18, 2002, by and between PQ Corporation and Shell Catalyst Ventures Inc. | S-1/A | 333-218650 | 10.12 | 8/14/2017 |
| 10.4 | Third Amendment to Partnership Agreement, dated January 1, 2005, by and between PQ Corporation and CRI Zeolites Inc. | S-1/A | 333-218650 | 10.13 | 8/14/2017 |
| 10.5 | Form of Amended and Restated Stockholders Agreement between PQ Group Holdings Inc. and certain stockholders of PQ Group Holdings Inc. | S-1/A | 333-218650 | 10.5 | 9/1/2017 |
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit No. · Exhibit Description · Filed Herewith · Form · File No. · Exhibit · Filing Date | |||||
| 10.6* | Ecovyst Inc. 2017 Omnibus Incentive Plan, as Amended and Restated | S-8 | 333-262180 | 4.1 | 1/14/2022 |
| 10.7* | Form of Stock Option Award Agreement under the Ecovyst Inc. 2017 Omnibus Incentive Plan, as Amended and Restated | 10-K | 001-38221 | 10.7 | 3/1/2022 |
| 10.8* | Form of Restricted Stock Award Agreement under the Ecovyst Inc. 2017 Omnibus Incentive Plan, as Amended and Restated | 10-K | 001-38221 | 10.8 | 3/1/2022 |
| 10.9* | Form of Restricted Stock Unit Award Agreement under the Ecovyst Inc. 2017 Omnibus Incentive Plan, as Amended and Restated | 10-K | 001-38221 | 10.9 | 3/1/2022 |
| 10.10* | Form of 2019 Performance Stock Unit Award Agreement under the Ecovyst Inc. 2017 Omnibus Incentive Plan, as Amended and Restated | 10-K | 001-38221 | 10.1 | 3/1/2022 |
| 10.11* | Form of 2020 Performance Stock Unit Award Agreement under the Ecovyst Inc. 2017 Omnibus Incentive Plan, as Amended and Restated | 10-K | 001-38221 | 10.11 | 3/1/2022 |
| 10.12* | PQ Group Holdings Inc. Stock Incentive Plan | S-1 | 333-218650 | 10.6 | 6/9/2017 |
| 10.13* | Form of Nonqualified Stock Option Award Agreement under the PQ Group Holdings Inc. Stock Incentive Plan | S-1 | 333-218650 | 10.7 | 6/9/2017 |
| 10.14* | Form of Restricted Stock Agreement under the PQ Group Holdings Inc. Stock Incentive Plan | S-1 | 333-218650 | 10.8 | 6/9/2017 |
| 10.15* | Form of Director and Officer Indemnification Agreement | S-1/A | 333-218650 | 10.9 | 9/1/2017 |
| 10.16* | Severance Agreement, dated September 25, 2017, by and between PQ Corporation and Joseph S. Koscinksi | 10-K | 001-38221 | 10.37 | 2/27/2020 |
| 10.17 | Term Loan Credit Agreement, dated as of June 9, 2021 among CPQ Midco I Corporation, PQ Corporation, Ecovyst Catalyst Technologies LLC, Eco Services Operations Corp., Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent, and the lenders from time to time party thereto, with Citibank, N.A., Credit Suisse Loan Funding LLC, BofA Securities, Inc., Deutsche Bank Securities Inc., Goldman Sachs Bank USA, KeyBanc Capital Markets Inc. and Truist Securities, Inc., as Joint Lead Arrangers and Joint Bookrunners | 8-K | 001-38221 | 10.1 | 6/11/2021 |
| 10.18 | Third Amendment Agreement, dated as of June 9, 2021, to the ABL Credit Agreement, dated as of May 4, 2016, by and among PQ Corporation, CPQ Midco I Corporation, the Canadian Borrowers from time to time party thereto, the European Borrowers from time to time party thereto, the Lenders from time to time party thereto and Citibank, N.A., as Administrative Agent and Issuing Bank, with Citigroup Global Markets Inc., Credit Suisse Loan Funding LLC, Bank of America, N.A., Deutsche Bank Securities Inc., Goldman Sachs Bank USA, KeyBanc Capital Markets Inc. and Truist Securities, Inc., as Joint Lead Arrangers and Joint Bookrunners | 8-K | 001-38221 | 10.2 | 6/11/2021 |
| 10.19* | Amendment to Form of Director and Officer Indemnification Agreement | 10-Q | 001-38221 | 10.3 | 8/9/2021 |
| 10.20* | Form of Ecovyst Inc. Director and Officer Indemnification Agreement | 10-Q | 001-38221 | 10.4 | 8/9/2021 |
| Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| Exhibit No. | Exhibit Description | Filed Herewith | Form | File No. | Exhibit | Filing Date |
| 10.21* | Form of 2021 Performance Stock Unit Award Agreement under the Ecovyst Inc. 2017 Omnibus Incentive Plan, as Amended and Restated | 10-K | 001-38221 | 10.38 | 3/1/2022 | |
| 10.22 * | Severance Agreement, dated December 16, 2022, between Ecovyst Catalyst Technologies LLC and Kurt J. Bitting | 8-K | 001-38221 | 10.1 | 12/16/2022 | |
| 10.23* | Severance Agreement, dated December 16, 2022, between Ecovyst Catalyst Technologies LLC and Michael Feehan | 8-K | 001-38221 | 10.2 | 12/16/2022 | |
| 10.24* | Amended and Restated Severance Agreement, dated December 16, 2022, between Ecovyst Catalyst Technologies LLC and Joseph S. Koscinski | 8-K | 001-38221 | 10.3 | 12/16/2022 | |
| 10.25 | First Amendment Agreement, dated February 9, 2023 to the Term Loan Credit Agreement, dated June 9, 2021, by and among Ecovyst Catalyst Technologies LLC , Ecovyst Midco II Inc, Eco Services Operations Corp and Credit Suisse AG | 10-K | 001-38221 | 10.27 | 2/28/2023 | |
| 10.26 | Fourth Amendment, dated February 17, 2023 to the ABL Credit Agreement, dated May 4, 2016 by and among Ecovyst Catalyst Technologies LLC, Ecovyst Catalyst Technologies UK Limited, Ecovyst Midco II Inc. and Citibank, N.A. | 10-K | 001-38221 | 10.28 | 2/28/2023 | |
| 10.27* | Letter of employment, dated July 19, 2022, between Ecoservices and George L. Vann | 10-K | 001-38221 | 10.3 | 2/28/2023 | |
| 10.28* | Letter of employment, dated November 28, 2022, between Ecovyst Catalyst Technologies LLC and Paul Whittleston | 10-K | 001-38221 | 10.31 | 2/28/2023 | |
| 21.1 | Subsidiaries of Ecovyst Inc. | X | ||||
| 23.1 | Consent of PricewaterhouseCoopers LLP related to the consolidated financial statements and financial statement schedule of Ecovyst Inc. as of December 31, 2023 and 2022 and for each of the three years in the period ended December 31, 2023 | X | ||||
| 23.2 | Consent of PricewaterhouseCoopers LLP related to the financial statements of Zeolyst International as of December 31, 2023 and 2022 and for each of the three years in the period ended December 31, 2023 | X | ||||
| 31.1 | Certification of Chief Executive Officer of Ecovyst Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 31.2 | Certification of Chief Financial Officer of Ecovyst Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 32.1 | Certification of Chief Executive Officer of Ecovyst Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 32.2 | Certification of Chief Financial Officer of Ecovyst Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 97.1 | Policy relating to Recovery of Erroneously Awarded Compensation | X | ||||
| Incorporated by Reference | ||||||
| Exhibit No. | Exhibit Description | Filed Herewith | Form | File No. | Exhibit | Filing Date |
| 101 | The following financial statements from the Annual Report on Form 10-K of Ecovyst Inc. for the year ended December 31, 2023, formatted in Inline XBRL: (i) Consolidated Statements of Income, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Stockholders’ Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags | X | ||||
| 104 | The cover page from the Annual Report on Form 10-K of Ecovyst Inc. for the year ended December 31, 2023, formatted in Inline XBRL | X | ||||
- Management contract or compensatory plan
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